Form SC 13G BANNER CORP Filed by: APG Asset Management US Inc.
�
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
�
SCHEDULE
13G
�
�
Under
the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
�
Banner Corporation�
(Name
of Issuer)
�
Common Stock
�
06652V208
�
December�29,�2014
�
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
�
����
o
�Rule
13d-1(b)
�
����
x
�Rule
13d-1(c)
�
����
o
�Rule
13d-1(d)
�
*
The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
�
The
information required in the remainder of this cover page shall not be deemed to
be filed for the purpose of Section�18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
�
�
�
�
�
CUSIP No.� | 06652V208 | � | � | � | � | � | � |
�
� | � | � | � | � | � |
1 | � | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
� | APG Asset Management US Inc. | ||||
� | � | � | |||
2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | |||
� | (a)�� o | ||||
� | (b)�� x | ||||
� | � | � | |||
3 | � | SEC USE ONLY | |||
� | � | ||||
� | � | ||||
� | � | � | |||
4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
� | � | ||||
� | United States of America | ||||
� | � | � | � | ||
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:� | 5 | � | SOLE VOTING POWER | ||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
6 | � | SHARED VOTING POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
7 | � | SOLE DISPOSITIVE POWER | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
8 | � | SHARED DISPOSITIVE POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
9 | � | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
10 | � | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
� | � | ||||
� | o | ||||
� | � | � | |||
11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
� | � | ||||
� | 5.2% | ||||
� | � | � | |||
12 | � | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
� | � | ||||
� | N/A ,� CO | ||||
� | FOOTNOTES | ||||
� | � | ||||
� |
�
�
�
�
CUSIP No.� | 06652V208 | � | � | � | � | � | � |
�
� | � | � | � | � | � |
1 | � | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
� | APG Group | ||||
� | � | � | |||
2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | |||
� | (a)�� o | ||||
� | (b)�� x | ||||
� | � | � | |||
3 | � | SEC USE ONLY | |||
� | � | ||||
� | � | ||||
� | � | � | |||
4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
� | � | ||||
� | Kingdom of the Netherlands | ||||
� | � | � | � | ||
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:� | 5 | � | SOLE VOTING POWER | ||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
6 | � | SHARED VOTING POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
7 | � | SOLE DISPOSITIVE POWER | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
8 | � | SHARED DISPOSITIVE POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
9 | � | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
10 | � | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
� | � | ||||
� | o | ||||
� | � | � | |||
11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
� | � | ||||
� | 5.2% | ||||
� | � | � | |||
12 | � | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
� | � | ||||
� | N/A ,� CO | ||||
� | FOOTNOTES | ||||
� | � | ||||
� |
�
�
�
�
CUSIP No.� | 06652V208 | � | � | � | � | � | � |
�
� | � | � | � | � | � |
1 | � | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
� | APG Asset Management N.V. | ||||
� | � | � | |||
2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | |||
� | (a)�� o | ||||
� | (b)�� x | ||||
� | � | � | |||
3 | � | SEC USE ONLY | |||
� | � | ||||
� | � | ||||
� | � | � | |||
4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
� | � | ||||
� | Kingdom of the Netherlands | ||||
� | � | � | � | ||
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:� | 5 | � | SOLE VOTING POWER | ||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
6 | � | SHARED VOTING POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
7 | � | SOLE DISPOSITIVE POWER | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
8 | � | SHARED DISPOSITIVE POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
9 | � | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
10 | � | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
� | � | ||||
� | o | ||||
� | � | � | |||
11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
� | � | ||||
� | 5.2% | ||||
� | � | � | |||
12 | � | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
� | � | ||||
� | N/A ,� CO | ||||
� | FOOTNOTES | ||||
� | � | ||||
� |
�
�
�
�
CUSIP No.� | 06652V208 | � | � | � | � | � | � |
�
� | � | � | � | � | � |
1 | � | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
� | Stichting Pensioenfonds ABP | ||||
� | � | � | |||
2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | |||
� | (a)�� o | ||||
� | (b)�� x | ||||
� | � | � | |||
3 | � | SEC USE ONLY | |||
� | � | ||||
� | � | ||||
� | � | � | |||
4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
� | � | ||||
� | Kingdom of the Netherlands | ||||
� | � | � | � | ||
NUMBER OF SHARES BENEFICIALLY� OWNED BY EACH REPORTING PERSON WITH:� | 5 | � | SOLE VOTING POWER | ||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
6 | � | SHARED VOTING POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
7 | � | SOLE DISPOSITIVE POWER | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
8 | � | SHARED DISPOSITIVE POWER | |||
� | � | ||||
� | |||||
� | � | � | |||
9 | � | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
� | � | ||||
� | 1,014,077 | ||||
� | � | � | |||
10 | � | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)�EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
� | � | ||||
� | o | ||||
� | � | � | |||
11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
� | � | ||||
� | 5.2% | ||||
� | � | � | |||
12 | � | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
� | � | ||||
� | N/A ,� FI | ||||
� | FOOTNOTES | ||||
� | � | ||||
� |
�
�
�
�
Item
1.
�
| (a) | Name
of Issuer |
�
| � | Banner Corporation |
�
| (b) | Address
of Issuers Principal Executive Offices |
�
| � | 10 S FIRST AVENUE
WALLA WALLA, WA 99362 |
Item
2.
�
| (a) | Name
of Person Filing |
�
| � | APG Asset Management US Inc. |
�
| (b) | Address
of Principal Business Office or, if none, Residence |
�
| � | 666 Third Avenue
2nd Floor New York, New York 10017 |
�
| (c) | Citizenship |
�
| � | United States of America |
�
| (d) | Title
of Class of Securities |
�
| � | Common Stock |
�
| (e) | CUSIP
Number |
�
| � | 06652V208 |
�
Item
3. | If
this statement is filed pursuant to ��240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
�
| (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
�
| (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
�
| (c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
�
| (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
�
| (e) | o | An
investment adviser in accordance with �240.13d-1(b)(1)(ii)(E); |
�
| (f) | o | An
employee benefit plan or endowment fund in accordance with
�240.13d-1(b)(1)(ii)(F); |
�
| (g) | o | A
parent holding company or control person in accordance with �
240.13d-1(b)(1)(ii)(G); |
�
| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
�
| (i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
�
| (j) | o | A non-U.S. institution in accordance with � 240.13d-1(b)(1)(ii)(J). |
�
| (k) | o |
A group, in accordance with � 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with � 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
�
�
�
�
�
Item
4. | Ownership. |
�
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
�
| (a) |
Amount beneficially owned:
1,014,077 |
�
| (b) |
Percent of class: 5.2% |
�
| (c) | Number
of shares as to which the person has: |
�
| (i) |
Sole power to vote or to direct the vote:
1,014,077 |
�
| (ii) |
Shared power to vote or to direct the vote:
0 |
�
| (iii) |
Sole power to dispose or to direct the disposition of:
1,014,077 |
�
| (iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
�
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
�
N/A
�
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
�
APG Developed Markets Equity Pool
�
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
�
APG Asset Management N.V." ("APG NL") is the exclusive investment manager with the power to vote and make all investment decisions with respect to the securities to which this statement relates. [APG NL has delegated its investment and voting power to APG Asset Management US Inc. (APG US). APG NL owns all of the voting shares of APG US and thus may be deemed to beneficially own any securities over which APG US exercise investment management or voting discretion.] APG Group NV owns all of the shares of APG NL and Stichting Pensioenfonds ABP (ABP) owns all of the shares of APG Groep NV (APG Group). As a result of these relationships, ABP and APG Group indirectly may be deemed to beneficially own all of the securities over which APG NL [or APG US] exercises investment management or voting discretion. The reporting persons hereunder may be deemed to constitute a group with one another for purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The reporting persons do not affirm the existence of a group.
�
Item
8. | Identification
and Classification of Members of the Group |
�
APG Asset Management N.V." ("APG NL") is the exclusive investment manager with the power to vote and make all investment decisions with respect to the securities to which this statement relates. [APG NL has delegated its investment and voting power to APG Asset Management US Inc. (APG US). APG NL owns all of the voting shares of APG US and thus may be deemed to beneficially own any securities over which APG US exercise investment management or voting discretion.] APG Group NV owns all of the shares of APG NL and Stichting Pensioenfonds ABP (ABP) owns all of the shares of APG Groep NV (APG Group). As a result of these relationships, ABP and APG Group indirectly may be deemed to beneficially own all of the securities over which APG NL [or APG US] exercises investment management or voting discretion. The reporting persons hereunder may be deemed to constitute a group with one another for purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The reporting persons do not affirm the existence of a group.
�
Item
9. | Notice
of Dissolution of Group |
�
N/A
�
�
�
�
�
�
Item
10. | Certification |
� | � |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
�
�
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
�
�
� | APG Asset Management US Inc. | � | |
� | � | � | � |
Date:
January�05,�2015 | By:
| /s/� Joyce LaPreta | � |
� | � | Name:�Joyce LaPreta | � |
� | � | Title:� Chief Compliance Officer | � |
� | � | � | � |
�
�
�
� | APG Group | � | |
� | � | � | � |
Date:
January�05,�2015 | By:
| /s/� Joyce LaPreta | � |
� | � | Name:�Joyce LaPreta | � |
� | � | Title:� Chief Compliance Officer | � |
� | � | � | � |
�
�
�
� | APG Asset Management N.V. | � | |
� | � | � | � |
Date:
January�05,�2015 | By:
| /s/� Joyce LaPreta | � |
� | � | Name:�Joyce LaPreta | � |
� | � | Title:� Chief Compliance Officer | � |
� | � | � | � |
�
�
�
� | Stichting Pensioenfonds ABP | � | |
� | � | � | � |
Date:
January�05,�2015 | By:
| /s/� Joyce LaPreta | � |
� | � | Name:�Joyce LaPreta | � |
� | � | Title:� Chief Compliance Officer | � |
� | � | � | � |
�
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |
�
�
Power of Attorney
APG Asset Management N.V.
APG Asset Management N.V., a public limited liability company (naamloze vennootschap), having its seat (statutaire zetel) in Amsterdam, the Netherlands and its registered place of business at Gustav Mahlerplein 3, 1082 MS Amsterdam, the Netherlands, registered with the Chamber of Commerce for Amsterdam with commercial registration number 58476369 (the Grantor)
Whereas:
�
|
(a)
|
the Grantor is charged with the management and administration of the assets of Stichting Pensioenfonds ABP;
|
�
|
(b)
|
for the purpose of the management and administration of the assets of Stichting Pensioendfonds ABP by the Grantor, Stichting Pensioenfonds ABP has provided the Grantor with a general power of attorney dated 21 November 2013, a copy of which is attached hereto (the PoA);
|
�
|
(c)
|
in accordance with the provision of the PoA, the Grantor is authorized to grant a power of attorney to another person to perform, directly or indirectly, acts in the name of Stichting Penioenfonds ABP within the limits of the PoA;
|
�
|
(d)
|
The Grantor has engaged its affiliate APG Asset Management US Inc. to perform certain (legl) acts in respect of the assets of Stichting Pensioenfonds ABP.
|
As of 2 January 2014 the Grantor appoints:
�
APG Asset Management US Inc. as its true and lawful attorney (the Attorney) to perform any and all (legal) acts the Grantor is entitled to perform in accordance with the PoA, including to act in the name of Stichting Pensioenfonds ABP.
The Grantor declares that this appointment also applies to situations where the Attorney also acts as the Grantors counterparty (Selbsteintritt) or as representative of the Grantors counterparty.
The Grantor undertakes, when so requested, that is will ratify and confirm whatever the Attorney shall lawfully do or cause to be done pursuant to the powers conferred to such Attorney under this power of attorney.
This power of attorney shall be governed by Dutch law.
IN WITNESS WHEROF, the undersigned has executed this power of attorney effective as per 2 January 2014.
Signed in Amsterdam on 10 December 2013.
APG Asset Management N.V.
/s/ A.G.Z Kemna
Name: A.G.Z. Kemna
Title: Board Member
/s/ E. van Gelderen
Name: E. van Gelderen
Title: Board Member
�
�
�
�
Attachment
Power of Attorney
�
|
1.
|
The foundation established under Dutch law: Stichting Pensioenfonds ABP, whose seat is in Heerlen, hereinafter referred to as ABP, duly represented by Mr H.J. Brouwer, Chairman of the Board of ABP, Mr C.J.M. de Veer, Deputy Chairman of ABP, Mr C.A.M. Michielse, Secretary of ABP,
|
hereby grants power of attorney to:
the public limited liability company established under Dutch law: APG Asset Management N.V., whose corporate seat is in Amsterdam, hereinafter referred to as APG AM, at the time this power of attorney becomes effective in its capacity as legal successor by operation of law of part of the assets and liabilities (including the asset management activities) of the public limited liability company established under Dutch law: APG Algemene Pension Groep N.V., whose corporate seat is in Heerlen, hereinafter referred to as APG APG.
�
|
2.
|
This power of attorney is granted for the performance, in the name of the ABP, of any (legal) acts, including acts of disposal, which in the opinion of APG Am are desirable for the purpose of the management of the assets of the ABP (the Assets). This power of attorney also comprises (but is not limited to) the performance of any (legal) acts in name of and at the risks and expense of the ABP, including (but not limited to) the performance of transactions in financial instruments as well as any other (legal) acts that either arise from the management of the Assets or are necessary or desirable in connection therewith (such as (but not limited to) giving instructions to the custodians (bewaarnemers) of the Assets and exercising controlling rights which are attached to the financial instruments that form part of the Assets).
|
�
|
3.
|
This power of attorney shall remain effective for an indefinite period of time until it will be withdrawn in writing by ABP. Such withdrawal will not affect the validity of (legal) acts performed while this power of attorney was in force.
|
�
|
4.
|
When performing acts while exercising this power of attorney, APG AM shall be able to act as the counterparty of ABP or as the authorized person of one or more parties involved in acts referred to in paragraph 2.
|
�
|
5.
|
APG AM may grant a power of attorney to another person to perform, directly or indirectly, to act in the name of APB within the limits of this power of attorney, whereupon the other person for the application of this power of attorney will be an authorized person as well.
|
�
|
6.
|
The relationship between ABP and APG AM under this power of attorney shall be governed by Dutch law exclusively.
|
�
|
7.
|
ABP herewith withdraws the powers of attorney granted to APG APG on 29 February 2008 and 21 January 2010 with respect to asset management activities, such effective as of 2 January 2014.
|
This Power of Attorney becomes effective on 2 January 2014.
Signed in Amsterdam on 21 November 2013.
Stichting Pensioenfonds ABP
/s/ H.J. Brouwer
Name: H.J. Brouwer
Title: Chairman
/s/ C.J.M. de Veer
Name: C.J.M. de Veer
Title: Deputy Chairman
/s/ C.A.M. Michielse
Name: C.A.M. Michielse
Title: Secretary
�
�
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